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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (Right to Buy) | $ 17.19 | 10/01/2009 | A | 9,990 (4) | (5) | (5) | Common Stock | 9,990 | (4) | 9,990 | D | ||||
Director Stock Option (Right to Buy) | $ 10.4 | 10/01/2009 | A | 8,235 (6) | (7) | (7) | Common Stock | 8,235 | (6) | 8,235 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Neary James C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X |
/s/ Scott A. Arenare, as Attorney-in-Fact | 10/05/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | See Exhibit 99 - Explanation of Responses. |
(2) | These shares were acquired on October 1, 2009 (the "Effective Date") in connection with the consummation of the merger (the "Merger") of Metavante Technologies, Inc. ("Metavante") with and into Cars Holdings, LLC ("Merger Sub"), a wholly owned subsidiary of Fidelity National Information Servies, Inc. ("FIS"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2009, by and among FIS, Merger Sub and Metavante, in exchange for 29,784,274 shares of Metavante common stock. |
(3) | These shares were acquired in the Merger on the Effective Date in exchange for 4,727 shares of Metavante common stock. |
(4) | This option was received in the Merger on the Effective Date in exchange for an option to acquire 7,400 shares of Metavante common stock for $23.20. |
(5) | This option provides for vesting in four equal annual installments beginning February 25, 2009 and expires February 25, 2018, but provides for vesting upon any termination of service on the board of directors within two years after a change in control of Metavante, which change of control occurred on October 1, 2009, and expires three years after any such termination. |
(6) | This option was received in the Merger on the Effective Date in exchange for an option to acquire 6,100 shares of Metavante common stock for $14.03. |
(7) | This option provides for vesting in four equal annual installments beginning November 21, 2009 and expires November 21, 2018, but provides for vesting upon any termination of service on the board of directors within two years after a change in control of Metavante, which change of control occurred on October 1, 2009, and expires three years after any such termination. |
Remarks: * Power of Attorney given by Mr. Neary was previously filed with the Securities and Exchange Commission on October 2, 2009, as an exhibit to a Form 4 filed by Mr. Neary with respect to Metavante. |